INTERNAL CONTROL RPT

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of iShares Trust and Shareholders of

iShares 10-20 Year Treasury Bond ETF, iShares 1-3 Year Treasury Bond ETF,

iShares 20+ Year Treasury Bond ETF, iShares 3-7 Year Treasury Bond ETF,

iShares 7-10 Year Treasury Bond ETF, iShares Agency Bond ETF,

iShares Broad USD Investment Grade Corporate Bond ETF, iShares California Muni Bond ETF,

iShares Core 10+ Year USD Bond ETF, iShares Core 5-10 Year USD Bond ETF,

iShares Core U.S. Aggregate Bond ETF, iShares Edge High Yield Defensive Bond ETF,

iShares Edge Investment Grade Enhanced Bond ETF, iShares ESG 1-5 Year USD Corporate Bond ETF, iShares ESG U.S. Aggregate Bond ETF, iShares ESG USD Corporate Bond ETF,

iShares Government/Credit Bond ETF, iShares iBoxx $ High Yield Corporate Bond ETF,

iShares iBoxx $ Investment Grade Corporate Bond ETF,

iShares Intermediate Government/Credit Bond ETF, iShares Intermediate-Term Corporate Bond ETF, iShares Long-Term Corporate Bond ETF, iShares MBS ETF, iShares National Muni Bond ETF,

iShares New York Muni Bond ETF, iShares Short Treasury Bond ETF,

iShares Short-Term Corporate Bond ETF and iShares Short-Term National Muni Bond ETF

In planning and performing our audits of the financial statements of the funds listed in Appendix A, (hereafter referred to as the “Funds”)as of and for the year ended February 29, 2020, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), we considered the Funds’ internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-CEN, but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting.  Accordingly, we do not express an opinion on the effectiveness of the Funds’ internal control over financial reporting.

The management of the Funds is responsible for establishing and maintaining effective internal control over financial reporting.  In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls.  A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance withgenerally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis.  A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. 

Our consideration of the Funds’ internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control over financial reporting that might be material weaknesses under standards established by the PCAOB.  However, we noted no deficiencies in the Funds’ internal control over financial reporting and its operation, including controls over safeguarding securities, that we consider to be material weaknesses as defined above as of February 29, 2020.

This report is intended solely for the information and use of the Board of Trustees of iShares Trust and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.

/s/PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

April 21, 2020

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Appendix A

iShares Trust

iShares 10-20 Year Treasury Bond ETF

iShares 1-3 Year Treasury Bond ETF

iShares 20+ Year Treasury Bond ETF

iShares 3-7 Year Treasury Bond ETF

iShares 7-10 Year Treasury Bond ETF

iShares Agency Bond ETF

iShares Broad USD Investment Grade Corporate Bond ETF

iShares California Muni Bond ETF

iShares Core 10+ Year USD Bond ETF

iShares Core 5-10 Year USD Bond ETF

iShares Core U.S. Aggregate Bond ETF

iShares Edge High Yield Defensive Bond ETF

iShares Edge Investment Grade Enhanced Bond ETF

iShares ESG 1-5 Year USD Corporate Bond ETF

iShares ESG U.S. Aggregate Bond ETF

iShares ESG USD Corporate Bond ETF

iShares Government/Credit Bond ETF

iShares iBoxx $ High Yield Corporate Bond ETF

iShares iBoxx $ Investment Grade Corporate Bond ETF

iShares Intermediate Government/Credit Bond ETF

iShares Intermediate-Term Corporate Bond ETF

iShares Long-Term Corporate Bond ETF

iShares MBS ETF

iShares National Muni Bond ETF

iShares New York Muni Bond ETF

iShares Short Treasury Bond ETF

iShares Short-Term Corporate Bond ETF

iShares Short-Term National Muni Bond ETF

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LEGAL PROCEEDINGS

In re: Jensen, et al., v. iShares Trust, et al.,
CGC 16-552567

On June 16, 2016, investors in certain iShares
funds (iShares Core S&P Small-Cap ETF,
iShares Russell 1000 Growth ETF, iShares Core
S&P 500 ETF, iShares Russell Mid-Cap Growth
ETF, iShares Russell Mid-Cap ETF, iShares
Russell Mid-Cap Value ETF, iShares Select
Dividend ETF, iShares Morningstar Mid-Cap
ETF, iShares Morningstar Large-Cap ETF,
iShares U.S. Aerospace & Defense ETF and
iShares Preferred and Income Securities ETF)
filed a class action lawsuit against iShares Trust,
BlackRock, Inc. and certain of its advisory
affiliates, and certain directors/trustees and
officers of the Funds (collectively, "Defendants")
in California State Court. The lawsuit alleges the
Defendants violated federal securities laws by
failing to adequately disclose in the
prospectuses issued by the funds noted above
the risks of using stop-loss orders in the event of
a 'flash crash', such as the one that occurred on
May 6, 2010. On September 18, 2017, the court
issued a Statement of Decision holding that the
Plaintiffs lack standing to assert their claims. On
October 11, 2017, the court entered final
judgment dismissing all of the Plaintiffs' claims
with prejudice.  In an opinion dated January 23,
2020, the California Court of Appeal affirmed the
dismissal of Plaintiffs' claims. On March 3, 2020,
plaintiffs filed a petition for review by the
California Supreme Court.